Proposed Changes to TSCPA Bylaws

April 11, 2008

The TSCPA Board of Directors, on Jan. 26, 2008, approved proposed changes to the TSCPA Bylaws after receiving input from the TSCPA Executive Board and a special Bylaws Revision Task Force.

With the approval of the Board, these proposed changes will now be presented to the TSCPA membership for a vote at the Annual Meeting in June. Two-thirds of the members voting must approve the proposed changes for them to become effective.

The proposed changes will enable TSCPA to implement electronic voting for members to elect officers, directors-at-large, members of the Committee on Nominations and members of the Executive Board and allow for electronic voting by members on proposed Bylaw changes.

Also, suggested changes are being recommended to the Nominations Committee/nominations process to assure that quality nominees are available for the TSCPA Nominations Committee. Finally, some other “housekeeping” changes to the bylaws are also being recommended.

The proposed changes to the TSCPA Bylaws will be presented to the TSCPA membership at the Annual Meeting, June 27 & 28, 2008.

A copy of a “red-line” version of the Bylaws is attached showing the proposed changes. A brief summary of the proposed changes follows:

Article IV – Local Chapters

Paragraph (1)

This proposed change clarifies that chapter districts (boundaries) once established, can only be changed by the TSCPA Board of Directors.

Article V – Board of Directors

Paragraph (1)

Eliminates reference to “member sections.” TSCPA no longer has any member sections.

Paragraph (3)

Conforms reference to Board members to other parts of the Bylaws by including the word “her” along with the word “his.”

Paragraph (4)

Deletes reference to “meeting at which elections are held” as under electronic voting votes will occur electronically, not at a meeting.

Paragraph (6)

With the implementation of electing officers, directors, etc. in January and taking office June 1, there are no longer two different Boards meeting at the Annual Meeting. Therefore a reference to having the Board meeting within 48 hours of the Annual Meeting is no longer needed. Rather the Bylaws should clarify that the Board shall meet in conjunction with the Annual Meeting.

Article VIII – Trial Board and Committees

Paragraph (3)

These proposed changes will modify the composition of the TSCPA Committee on Nominations, mandating that five members must come one each from the largest TSCPA chapters and five members must be from the other TSCPA chapters. The proposed changes will also allow the Committee on Nominations to select nominees from candidates they receive from the chapters, as well as from the general membership.

Article IX – Nominations and Elections

Paragraph 2

Changes deadline for independent nominations from December 1 to November 10 to accommodate the timeline for conducting elections electronically.

Paragraph 3

Eliminates references to “meeting at which elections are held” since voting electronically would eliminate voting at the meeting.

Paragraph (5)

Details that election of officers, directors, etc. will be conducted through a secure electronic ballot on a web site approved by the Executive Board.

Article X - Meetings

Paragraph (1)

Changes meeting notice requirement to not less than 10 days or more than 60 days before the meeting date to conform the Bylaws to the Texas Non Profit Corporation Act.

Paragraph (2)

Conforms notice requirement to Texas Non Profit Corporation Act. Replaces term “mailed” with “disseminated” allowing flexibility to provide notice through other means that are acceptable under the law.

Paragraph (4)

Clarifies that a majority of the members voting at the Annual Meeting or a Special Meeting constitutes a vote of the membership.

Article XV – Amendments and Interpretations

Paragraphs (1) and (3)

Proposed change recommends that proposed Bylaw changes be voted on by the membership through a secure electronic ballot on a web site approved by the TSCPA Executive Board. Also details notice requirement for such proposed Bylaw changes and the period of time members would be given to vote electronically. Specifies that any proposal for changing the Bylaws that is proposed by 50 or more members must be approved by the Board of Directors prior to being presented to the membership for a vote.